One more reason why Joan Allen is the most underrated actress of her generation: While Meryl Streep and Tilda Swinton are fine, multifaceted talents, neither one could pull off the line "Activate the Death Heads!" or "Release the Dreadnaught!" without looking completely ridiculous.

Hiring Allen to play an ice queen prison warden was the only good sense demonstrated by the makers of "Death Race," an ill-advised and severely wussified remake of the 1975 exploitation film "Death Race 2000." The combination of good actors and terrible dialogue might have allowed the film a chance at minor cult status, if it weren't for the frustratingly inept action sequences.

Perhaps worst of all, the makers of this movie have removed the political satire that was infused in the original Roger Corman-produced film and replaced it with scenes from "The Shawshank Redemption." No pedestrians get run over for points in this film, but there is a kindly older prisoner who dispenses advice, lots of male bonding in the auto shop and even a moment between stars Jason Statham and Tyrese Gibson that's reminiscent of the Morgan Freeman-Tim Robbins "Zihuatanejo" scene, complete with an unintended sexual subtext.

Blame this debacle on director-screenwriter Paul W.S. Anderson, who makes movies as if he's been interning under "BloodRayne" hack director Uwe Boll. Both approach filmmaking the way that your high school lunch lady approached cuisine: Individual ingredients are recognizable, but the finished product is shapeless glop. While it might be filling, no one with any taste could possibly call it good.

The remake begins, promisingly enough, with product placement for Pabst Blue Ribbon. This is a world gone mad, but at least you can still get good cheap beer. Statham is Jensen Ames, an ex-con trying to make an honest living who's been framed for murder and tricked into participating in a drive-to-the-death racing exhibition. Ames' main rival is Machine Gun Joe (Gibson, in the Sylvester Stallone role). His crew chief, Coach, is played by an uncharacteristically sage Ian McShane.

The difference between the two movies is instantly apparent. In the 1975 version, Corman and director Paul Bartel imagined a detailed future, then melded extreme violence and satire into one darkly funny stew. Hospital workers wheel out elderly patients on Euthanasia Day, intended as sacrificial lambs for the game's sick point system. Popular driver Frankenstein (David Carradine) veers around the old folks, and takes out a few doctors and nurses instead.

Anderson's new "Death Race" is bloody and violent, but it doesn't attempt to explore its dystopian world beyond a few lines of text in the beginning explaining the failing U.S. economy and privatization of prisons. Almost the entire film takes place within the grounds of a drab industrial penal facility - all the easier to shoot "Death Race" in Canada or Romania or whatever country gave the best tax break. As for the race, it's designed like a video game, down to the flashing lights that the drivers roll over to activate their guns and smoke screens.

All of the above might have been forgiven if the action sequences weren't shot in close-up, shaky-cam quick edits, guaranteeing that no single camera angle will be used for more than three seconds. Michael Bay has been doing this with his driving scenes for years, usually in small doses. In "Death Race," this technique is the primary means of shooting the entire film. There may have been some really good stunt work, but it was either replaced by CGI or lost on the cutting-room floor.

It also becomes apparent that, despite plenty of executions throughout the film, no innocents are getting killed. Watching a "Death Race" movie without a single dead pedestrian is like eating a box of Frosted Flakes without any high fructose corn syrup. This might as well be a "Herbie, the Love Bug" remake.

That leaves much of the burden of entertainment on Allen, who really is excellent. There aren't too many Tony-winning, Steppenwolf Theatre-trained actresses who will look at a script that contains the line "OK, -sucker. F- with me and we'll see who s- on the sidewalk," and say, "You know what, I'm on board."

Allen delivers that line with so much skill and grace, she'll almost make you forget that you're watching a bad movie.

-- Advisory: This film contains violence, gore, strong sexual innuendos and profanity. That last warning doesn't, however, apply to Ian McShane, who is surprisingly f-bomb-free when traveling outside the Dakota Territory.